ENERGY FOCUS, INC/DE — Director's Dealing 2013

Feb 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGY FOCUS, INC/DE (EFOI)
CIK: 0000924168
Period of Report: 2013-02-26

Reporting Person: Hilliard Eric (Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-26	Stock Option	$0.2349	A	125000	Acquired	2023-02-26	Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	42508	Direct
Common Stock	15705	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$7.19	2016-11-13	Common Stock (75000)	75000	Direct
Stock Option	$6.36	2017-04-26	Common Stock (50000)	125000	Direct
Stock Option	$1.37	2018-10-23	Common Stock (25000)	150000	Direct
Stock Option	$1.07	2021-01-18	Common Stock (100000)	250000	Direct

Footnotes

F1: See Remarks section

F2: 25% are exercisable on the date shown, which is the first anniversary following the grant date. The remaining 75% is exercisable in equal monthly installments over the following 36 months.

F3: Options EARNED will vest as follows: 1/3 on March 31, 2014, and the remaining 2/3rd's monthly over the following 24 months ending March 31, 2016.

F4: 25% of target granted options are earned if 2013 revenues meet or exceed 85% of budget, and/or 75% of target granted options are earned if 2013 EBITDA meet or exceed 85% of budget.

F5: Date applies to options EARNED. If the options granted are not EARNED, the option grants are terminated.